NXDT officer exercises RSUs; shares withheld for tax

NexPoint Diversified Real Estate Trust officer Dennis Charles Sauter Jr. exercised restricted share units into common shares in early April 2026.

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust officer Dennis Charles Sauter Jr. exercised restricted share units into common shares in early April 2026. He converted 12,256 restricted share units into the same number of common shares, reflecting vesting from prior equity awards granted in 2023 and 2025.

To satisfy tax obligations, 6,514 common shares were delivered back at $4.43 per share, classified as tax-withholding dispositions rather than open-market sales. After these compensation-related transactions, he directly holds 12,372 common shares, and this Form 4 shows no remaining derivative positions.

Insider Trade Summary

12,256 shares exercised/converted

Exercise 6 txns

Insider Sauter Dennis Charles Jr

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	2,488	$0.00	$0.00
Exercise	Common Stock	2,488	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,562	$4.43	$7K
Exercise	Restricted Share Units	9,768	$0.00	$0.00
Exercise	Common Stock	9,768	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,952	$4.43	$22K

Holdings After Transaction: Restricted Share Units — 31,789 contracts (Direct); Common Stock — 12,372 shares (Direct)

Footnotes (3)

1. F1. Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust.
2. F2. On April 3, 2025, the reporting person was granted 39,069 restricted share units. The restricted share units vested one-fourth on April 3, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
3. F3. On April 4, 2023, the reporting person was granted 9,950 restricted share units. The restricted share units vested one-fourth on April 4, 2024, one-fourth on April 4, 2025 and one-fourth on April 4, 2026, and will vest one-fourth on April 4, 2027. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

Key Figures

RSUs exercised: 12,256 shares Shares withheld for taxes: 6,514 shares Tax withholding price: $4.43 per share +3 more

6 metrics

RSUs exercised 12,256 shares Restricted share units converted into common shares on 2026-04-03 and 2026-04-04

Shares withheld for taxes 6,514 shares Tax-withholding dispositions at $4.43 per share

Tax withholding price <money>$4.43</money> per share Price for F-code tax-withholding dispositions

Shares held after transactions 12,372 shares Direct common share ownership after 2026-04-04

RSUs from 2025 grant 39,069 units Restricted share units granted on 2025-04-03

RSUs from 2023 grant 9,950 units Restricted share units granted on 2023-04-04

Key Terms

Restricted Share Units, tax-withholding disposition, derivative security, vested

4 terms

Restricted Share Units financial

"Each restricted share unit represents a contingent right to receive one common share"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vested financial

"The restricted share units vested one-fourth on April 3, 2026 and will vest one-fourth"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did NXDT officer Dennis Sauter report on this Form 4?

Dennis Charles Sauter Jr. reported exercising 12,256 restricted share units into common shares of NexPoint Diversified Real Estate Trust (NXDT). Part of these newly issued shares was used to cover tax obligations, leaving him with a larger direct common share position.

How many NexPoint (NXDT) shares does Dennis Sauter hold after these transactions?

Following the reported transactions, Dennis Charles Sauter Jr. directly holds 12,372 common shares of NexPoint Diversified Real Estate Trust. This figure comes after exercising restricted share units and delivering some shares to cover tax liabilities associated with those equity awards.

Were the NXDT insider transactions open-market buys or sales?

The transactions were not open-market trades. They reflect exercises of restricted share units and tax-withholding dispositions, where shares are delivered back to cover tax obligations, rather than discretionary purchases or sales on the open market.

What restricted share unit grants underpin the NXDT Form 4 activity?

The activity stems from restricted share unit awards granted in 2023 and 2025. These RSUs vest in installments over several years, with settlement generally within 10 days of vesting and, at the Compensation Committee’s discretion, potentially in cash instead of shares.

How many NXDT shares were withheld for taxes in these insider transactions?

A total of 6,514 common shares of NexPoint Diversified Real Estate Trust were delivered at $4.43 per share to satisfy tax obligations. These tax-withholding dispositions reduce net shares received but do not represent ordinary market sales.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/07/2026 - 09:49 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sauter Dennis Charles Jr

(Last) (First) (Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS TEXAS 75201

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NEXPOINT DIVERSIFIED REAL ESTATE TRUST [ NXDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/03/2026		M		9,768	A	(1)	16,398	D
Common Stock	04/03/2026		F		4,952	D	$4.43	11,446	D
Common Stock	04/04/2026		M		2,488	A	(1)	13,934	D
Common Stock	04/04/2026		F		1,562	D	$4.43	12,372	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	04/03/2026		M			9,768	(2)	(2)	Common Shares	9,768	$0	29,301	D
Restricted Share Units	(1)	04/04/2026		M			2,488	(3)	(3)	Common Shares	2,488	$0	2,488	D

Explanation of Responses:

1. Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust.

2. On April 3, 2025, the reporting person was granted 39,069 restricted share units. The restricted share units vested one-fourth on April 3, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

3. On April 4, 2023, the reporting person was granted 9,950 restricted share units. The restricted share units vested one-fourth on April 4, 2024, one-fourth on April 4, 2025 and one-fourth on April 4, 2026, and will vest one-fourth on April 4, 2027. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

Remarks:

General Counsel and Secretary

	/s/ Paul Richards, as attorney-in-fact for D.C. Sauter	04/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)